Terms of Service

These Terms of Service govern your access to and use of Agrinodes products, software, applications, subscriptions, websites, and related services.

By ordering from us, creating an account, or using our Services, you agree to these Terms. If you do not agree, you must not use the Services.

In these Terms:

• "Agrinodes", "we", "us", and "our" means Agrinodes Pty Ltd (ACN 676 989 352, ABN 84 676 989 352).
• "you" means the customer, account holder, or user of the Services.
• "Services" includes our websites, applications, farmer platform, device connectivity, subscriptions, support, firmware, software, and related systems.
• "Products" means Agrinodes-branded hardware supplied by us, including Gateway devices and Node devices. Products do not include third-party sensors, valves, pumps, or other external equipment, even if compatible with or used alongside our Services.

1. Eligibility and Accounts

You must provide accurate and complete information when placing an order, registering, or using the Services.

You are responsible for:

• keeping your login details secure;
• managing access to your account and devices;
• keeping your billing, shipping, and contact information accurate;
• activity that occurs under your account, unless caused by our fault; and
• any actions taken through your account, including commands, automations, or changes that affect connected devices and physical systems.

You must not misuse the Services, interfere with security, or attempt to bypass account, billing, checkout, provisioning, or access controls.

We may require checkout, payment, and registration to be completed in a particular order before access or activation is allowed.

Products, accounts, and associated subscriptions may only be transferred in accordance with our processes and with our prior approval.

2. Our Products and Services

We provide connected agriculture products and related software services, which may include:

• sale and delivery of hardware;
• farmer account access;
• device setup and provisioning;
• monitoring, telemetry, and scheduling tools;
• notifications and alerts;
• sensor integrations and sensor-based insights derived from connected third-party sensors; and
• subscriptions, trials, and support services.

Some features will only work if your devices are correctly installed, powered, connected to the internet or other required networks, and operating within suitable conditions.

We do not guarantee compatibility with all third-party sensors, devices, networks, or systems, and compatibility may change over time.

We may improve, change, suspend, discontinue, patch, update, or reconfigure parts of the Services from time to time, subject to applicable law.

3. System Nature and Operational Limitations

The Services are designed to support and assist farm monitoring and control. They do not guarantee continuous operation, real-time performance, or successful execution of commands.

You acknowledge that:

• commands, automations, or schedules may be delayed, interrupted, or not executed;
• alerts and notifications may be delayed, duplicated, or not delivered;
• telemetry data may be incomplete, delayed, unavailable, or inaccurate;
• connectivity between devices, networks, cloud systems, and third-party services may be intermittent or unavailable;
• including limitations or outages in mobile, radio, LPWAN, or internet networks used by your devices; and
• timing, sequencing, or duplication of commands may occur.

You acknowledge that delays, failures, or unintended behaviour may occur even where the Services are operating as designed and without fault.

The Services are not a fail-safe or safety-critical control system. You must not rely on them as your sole method of managing irrigation, equipment, or farm operations.

We do not provide any guaranteed uptime, availability, response time, or service level commitments unless expressly agreed in writing.

We do not guarantee that data will be stored, retained, backed up, or recoverable. You are responsible for retaining any records or data you consider critical to your operations.

4. Orders and Checkout

Orders may start as draft orders. Pricing, shipping, taxes, and delivery estimates may depend on the information you provide and may only remain valid for a limited time.

You are responsible for checking your order details before completing checkout.

A submitted order is not necessarily accepted until payment processing and any required checks are completed. We may decline, cancel, or delay orders where there are pricing, stock, shipping, tax, fraud, technical, or compliance issues.

Checkout may be provided through approved third-party payment systems. You must provide accurate billing, delivery, and contact information.

5. Order Changes, Cancellation, Title, and Risk

You may request an order change or cancellation before dispatch, but we do not guarantee that changes or cancellations will be possible once fulfillment processing has commenced.

If an order has already entered picking, assembly, packing, booking, or shipment processing, we may refuse the requested change or cancellation or apply reasonable charges to reflect costs already incurred, to the extent permitted by law.

Risk in Products passes to you on delivery. Ownership in Products passes to you upon full payment.

For these Terms, delivery occurs when the relevant carrier or delivery provider records the Products as delivered to the delivery address you nominated.

If you receive Products that are damaged, incomplete, or incorrect, you should notify us as soon as reasonably practicable so we can investigate and assist. This does not limit any rights you may have under the Australian Consumer Law.

6. Pricing and Payment

All prices are in AUD unless stated otherwise.

You agree to pay all applicable amounts for your order or plan, including:

• product charges;
• shipping and handling;
• any disclosed return-related charges;
• taxes and government charges; and
• recurring subscription fees where applicable.

We use third-party payment providers to process payments, store payment methods, manage subscriptions, and handle billing operations.

Payment processing is subject to the terms, conditions, and availability of those third-party providers. We do not control and are not responsible for their systems, availability, security, or processing outcomes, except as required by law.

You authorise us to charge your selected payment method through our payment providers for all applicable fees.

If payment is not received, is reversed, or becomes overdue, we may retry collection, issue an invoice, suspend Services, delay activation or shipment, or cancel the affected order or service, subject to applicable law.

Chargebacks and Payment Disputes

If you believe a charge has been made in error, you must contact us first to allow us to investigate and attempt to resolve the issue.

If you initiate a chargeback or payment dispute without first contacting us, or where the charge is valid, we may:

• suspend or restrict your access to the Services;
• recover reasonable costs incurred in responding to the dispute, including payment provider dispute fees, to the extent permitted by law; and
• treat the disputed amount as an outstanding amount until the dispute is resolved.

We reserve the right to provide relevant order, usage, delivery, activation, and account records to payment providers and other relevant parties to respond to or contest disputes.

Repeated or abusive chargebacks may result in permanent account suspension.

7. Shipping and Delivery

We ship to supported locations made available during checkout.

Delivery timeframes are estimates unless we expressly state otherwise. Delays may occur due to stock availability, fulfillment constraints, carrier delays, weather, regional limitations, or events outside our reasonable control.

We may:

• ship orders in stages;
• make partial shipments;
• use third-party carriers and tracking systems; and
• update delivery status as information becomes available.

Tracking updates may be delayed or inaccurate because they depend on third-party carriers.

8. Trials

We may offer trial programs from time to time. Additional offer-specific terms may apply.

Any trial is provided for evaluation purposes only. Trials are not intended for fully automated or unsupervised operation of critical farm systems.

Unless otherwise stated, trials are typically offered for a period of 14 days from delivery or activation.

During a trial, you are fully responsible for monitoring and managing your farm operations and must not rely on the Products or Services as the sole control mechanism.

You are responsible for ensuring the trial does not interfere with existing systems or cause unintended operational outcomes.

Trials may include upfront charges, deposits, shipping charges, return-shipping charges, payment method setup, conversion terms, and return deadlines, as disclosed at checkout or in the applicable offer.

You must return any trial Products in good working condition, subject to fair wear and tear, and in accordance with our instructions. We may charge or deduct reasonable amounts for loss, damage, missing components, late return, or non-return, to the extent disclosed and permitted by law.

If you continue using the Products or Services beyond the trial period in a manner that constitutes ongoing use, the trial may convert into a paid subscription or purchase as disclosed at checkout or in the applicable offer terms.

Trials are provided on an "as-is" basis for evaluation purposes. Performance, availability, and outcomes are not guaranteed.

9. Subscription Billing and Renewal

Some Products or Services include recurring subscription charges.

Subscriptions are billed in advance on a recurring basis unless stated otherwise.

Subscriptions automatically renew unless cancelled before the start of the next billing cycle.

Cancellation takes effect at the end of the current billing period unless stated otherwise.

If subscription fees are unpaid, we may:

• suspend or limit access to the Services;
• restrict device connectivity or functionality; and
• delay or prevent telemetry, automation, command routing, or other service-dependent functions.

Subscription fees are not prorated for partial billing periods unless expressly stated otherwise or required by law.

Fees are non-refundable except as required by law.

We may change subscription pricing or plan structure on reasonable notice.

10. Activation, Provisioning, and Updates

Some purchases require registration, device provisioning, or post-checkout setup before full use is available.

We may refuse or delay activation where:

• payment is incomplete;
• registration requirements are not met;
• the order has already been linked to another account;
• account details do not match required records; or
• fraud, misuse, or security concerns arise.

We may deploy firmware updates, software updates, patches, bug fixes, security updates, configuration changes, and service modifications for operational, security, compliance, or performance reasons.

Updates may be applied automatically where required for security, system integrity, service operation, or compliance purposes.

You agree that such updates may modify or remove existing features or functionality.

Some features or Services may require supported firmware, software, or configuration versions to function correctly. If you do not install or allow required updates, some functionality may be limited, degraded, or unavailable.

11. Command and Automation Behaviour

Commands, schedules, and automations may persist beyond their intended execution window due to connectivity delays, device state, environmental conditions, or system conditions.

We do not guarantee that commands, schedules, or automations will execute within a specific timeframe or at all.

You are responsible for verifying that any command, schedule, or automation has executed as intended, including where commands are executed later than intended, in an unexpected sequence, or repeated, and for cancelling, overriding, or correcting commands where necessary.

12. Sensor Data, Insights, and Accuracy

Sensor readings and related data depend on correct installation, configuration, calibration, maintenance, placement, connectivity, and environmental conditions.

You are responsible for:

• providing accurate configuration and calibration inputs;
• ensuring sensors are suitable for your intended use; and
• maintaining and verifying sensor performance over time.

We do not guarantee the accuracy, completeness, availability, or reliability of sensor data.

The Services do not provide agronomic, irrigation, electrical, or operational advice. Any insights, recommendations, or outputs are informational only and must not be relied upon as professional advice.

Any decision you make based on sensor data, insights, recommendations, or outputs is your responsibility.

13. Your Responsibilities

You are responsible for safe installation, operation, supervision, and use of your Products and Services.

You must:

• install and operate Products in accordance with provided instructions and applicable standards;
• ensure you have suitable power, internet or network access, on-site supervision, fallback procedures, and operating practices for your farm or business; and
• implement and maintain appropriate safeguards, including manual overrides, monitoring practices, and contingency procedures.

Any installation, wiring, integration, or modification involving mains power, pump control circuits, relays, switchboards, or other electrical infrastructure must be performed by a suitably licensed electrician and in accordance with applicable laws, regulations, standards, and instructions.

You are responsible for ensuring that any pump, irrigation, electrical, or control-system installation connected to or used with the Products is installed correctly and safely.

You are solely responsible for:

• ensuring irrigation, pumping, and control systems operate safely;
• verifying that commands and schedules execute as intended;
• monitoring environmental and operational conditions; and
• responding to alerts, failures, delays, or unexpected behaviour.

You are responsible for complying with all applicable laws, regulations, and standards relating to electrical systems, water use, irrigation, and site-specific requirements.

We are not responsible for issues arising from incorrect installation, configuration, modification, or use of third-party components or installers.

We are not liable for damage, malfunction, safety incidents, or loss arising from:

• unlicensed, incorrect, or unsafe installation;
• incorrect wiring or integration with pumps, valves, relays, switchboards, or other equipment; or
• failure to follow installation instructions, standards, or electrical requirements.

This includes damage to your pump, irrigation system, electrical infrastructure, property, or other connected equipment caused by improper installation or integration.

You acknowledge that the Services operate as part of a broader system involving third-party equipment, networks, and environmental conditions, and that outcomes depend on factors beyond our control.

The Services support your operations, but they are not a substitute for your own judgment, monitoring, and risk management. The Services must not be relied upon as the sole control mechanism for critical farm operations.

14. Support

Unless expressly agreed otherwise in writing, any support, troubleshooting assistance, or guidance we provide is supplied on a reasonable-efforts basis only.

We do not guarantee that support will be available at particular times, within particular response times, or that every issue will be resolved.

15. Intellectual Property and Licence

We or our licensors own all intellectual property rights in the Products, Services, software, firmware, platform, and related content, including source code, object code, designs, interfaces, documentation, content, trademarks, branding, and related materials.

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services and any embedded software or firmware solely for your internal farm or business operations in accordance with these Terms.

This licence continues only while you comply with these Terms.

The Services are provided for your use only. You must not make the Services available to third parties, whether directly or indirectly, for commercial or operational use without our prior written approval.

You must not, except to the extent permitted by law:

• copy, modify, adapt, translate, or create derivative works from the Services, software, firmware, or related materials;
• reverse engineer, decompile, disassemble, or attempt to extract source code;
• resell, sublicense, or commercially exploit the Services without our written approval;
• remove or alter proprietary notices, labels, or branding; or
• use the Services, software, or firmware beyond the scope of the licence granted under these Terms.

Products must not be resold or distributed in a way that creates misleading expectations about warranty, support, or functionality.

16. Third-Party Services

Parts of the customer experience may rely on third-party providers, including payment processors, cloud services, communication providers, and shipping carriers.

We are not responsible for third-party failures, delays, or outages except to the extent required by law.

17. Suspension and Account Closure

We may suspend, restrict, or disable access where reasonably necessary for security, fraud prevention, non-payment, compliance, operational safety, or account closure processing.

You may request account closure. Closure may involve staged processing rather than immediate deletion or immediate completion.

We may retain records and information where required for legal, billing, operational, security, fraud-prevention, audit, or dispute-resolution purposes, consistent with applicable law and our Privacy Policy.

18. Hardware Warranty

We provide a 12-month limited warranty on Agrinodes Products from the date of delivery.

This warranty applies to defects in materials and workmanship arising under normal intended use.

This limited warranty does not apply to issues arising from:

• incorrect installation, setup, wiring, integration, or power supply;
• incorrect, unsafe, or unlicensed installation, wiring, or integration with pumps, valves, relays, switchboards, or other electrical equipment;
• misuse, neglect, improper operation, or failure to follow instructions;
• environmental conditions outside intended use, including water ingress, extreme heat, corrosion, impact, or physical damage;
• use with incompatible or improperly configured third-party equipment;
• unauthorised opening, tampering, modification, repair, or interference with the Product, including where tamper-evident seals or enclosure seals are broken; or
• normal wear and tear.

If a Gateway or Node has been opened without authorisation, or its seals have been broken in a way that indicates tampering or unauthorised access, our limited warranty eligibility may be affected. For the purposes of this limited warranty only, broken seals or unauthorised opening may be treated as evidence of tampering or unauthorised interference.

Battery life and battery performance may vary depending on usage patterns, configuration, connectivity behaviour, reporting frequency, and environmental conditions.

Correct power supply and installation are required for safe and reliable operation of mains-powered Products.

To make a warranty claim, we may require reasonable proof of purchase, fault details, troubleshooting steps to be completed, and return of the Product for assessment. Replacement Products may be new or refurbished equivalent units.

Repair, replacement, or reset of a Product may result in loss of stored data, configuration, or history. We are not responsible for restoring or recovering any data, configuration, or history from returned, repaired, replaced, or reset Products.

Where a valid warranty claim is accepted, we may, at our discretion and to the extent permitted by law:

• repair the Product;
• replace the Product; or
• provide a refund or credit.

This limited warranty is provided in addition to your rights under the Australian Consumer Law. Nothing in this section limits any rights you may have under the Australian Consumer Law where those rights cannot lawfully be excluded.

Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

19. Consumer Rights

Nothing in these Terms excludes, restricts, or modifies any consumer rights or guarantees you have under the Australian Consumer Law or any other law that cannot lawfully be excluded.

Any warranty we provide is in addition to your rights under the Australian Consumer Law.

20. Liability

To the maximum extent permitted by law, we are not liable for indirect or consequential loss, including loss of profit, revenue, business opportunity, goodwill, or data.

To the maximum extent permitted by law, we are not liable for loss arising from:

• misuse of Products or Services;
• power, internet, network, carrier, or third-party outages;
• incorrect installation or unsupported modifications;
• unsuitable environmental or operating conditions;
• unlicensed, unsafe, or improper electrical work or pump integration;
• configuration errors, incorrect parameter settings, or misconfigured automation or scheduling rules;
• reliance on incomplete, delayed, or unavailable data;
• failure to maintain reasonable supervision, manual overrides, or contingency procedures; or
• delays, failures, non-execution, unexpected sequencing, or duplication of commands, schedules, automations, alerts, telemetry, or remote-control functions.

This includes, without limitation:

• crop loss or reduced yield;
• water loss, overuse, or under-supply;
• equipment damage, including pumps, valves, or irrigation systems;
• missed, delayed, duplicated, or incorrect irrigation events; and
• operational disruption caused by delayed, stale, failed, duplicated, or unintended control actions.

This clause is subject to rights that cannot be excluded under law.

21. Events Outside Our Control

We are not responsible for failure or delay in performing our obligations where that failure or delay results from events outside our reasonable control, including natural disasters, extreme weather, fire, flood, power outages, network failures, carrier failures, supplier issues, government action, or other external disruptions.

22. Privacy

Our handling of personal information is described in our Privacy Policy.

23. Changes to These Terms

We may update these Terms from time to time. Updated Terms apply from the effective date stated in the updated version.

24. Governing Law

These Terms are governed by the laws of Queensland, Australia, unless applicable law requires otherwise.

25. Contact

Agrinodes Pty Ltd

ACN 676 989 352 ABN 84 676 989 352

Governor Phillip Tower - Level 36 / 1 Farrer Pl, Sydney NSW 2000

legal@agrinodes.com.au

+61435 222 354